WHEREAS,
Everest Reinsurance Company (the “Company”), Everest
Reinsurance Holdings, Inc. (“Holdings”) and Joseph V.
Taranto (“Taranto”) were parties to an employment
agreement effective as of January 1, 2000 (as amended to date, the
“Employment Agreement”);

WHEREAS,
pursuant to a restructuring of Holdings, Holdings became a
wholly-owned subsidiary of Everest Re Group, Ltd. (“Everest
Group”);

WHEREAS,
in connection with the restructuring, Everest Group established a
wholly-owned subsidiary, Everest Global Services, Inc. (“Everest
Services”);

WHEREAS,
the Employment Agreement was thereafter amended in connection with
the restructuring to reflect the restructuring and the establishment
of Everest Services and Taranto’s employment by Everest
Services and Holdings;

WHEREAS,
(a) Taranto has previously transferred to employment with Everest
Services; (b) as required under the Employment Agreement, Everest
Services has been substituted for the Company under the Employment
Agreement; (c) Everest Services has adopted and has become a party to
the Employment Agreement under which Taranto provides services for
the Company, Everest Group and Holdings and those companies have
agreed to cause payment to be made to Taranto for such services; and
(d) the Employment Agreement has been previously amended to reflect
all of the foregoing transactions;

WHEREAS,
the Employment Agreement was further amended on August 31, 2005,
extending the term of Taranto’s employment to March 31, 2008,
in consideration for which amendment Everest Group took the following
actions, which prior actions shall remain in full force and effect:

Everest
Group amended all prior Restricted Stock Award Agreements to which
Taranto is a party under the Everest Re Group, Ltd. 2002 Stock
Incentive Plan, replacing Paragraph 3(a) thereof in its entirety
with the following new Paragraph 3(a):

“(a)
The Participant shall become vested in the Covered Shares on March
31, 2008, provided his employment has not been terminated for cause
as that term is defined in the Participant’s Employment
Agreement with the Corporation or its subsidiaries, and further
provided that such accelerated vesting shall be effective only if the
operation thereof would not cause the Covered Shares to be treated,
in whole or in part, as “deferred compensation” for
purposes of section 409A of the Internal Revenue Code. The
Participant shall also become vested in the Covered Shares as of the
Date of Termination prior to the date the Covered Shares would

otherwise
become vested, if the Date of Termination occurs by reason of the
Participant’s death or disability.”

(c)

Everest
Group amended all Non-Qualified Stock Option Award Agreements to
which Taranto is a party under the Everest Re Group, Ltd. 2002
Stock Incentive Plan by replacing Paragraph 2(c) thereof in its
entirety with the following new Paragraph 2(c):

“(c)
Notwithstanding the foregoing, the options shall become fully vested
and exercisable as follows:

(i)

on
March 31, 2008, provided that Participant’s employment has
not been terminated for cause as that term is defined in
Participant’s Employment Agreement with the Corporation or
its Subsidiaries, and further provided that such accelerated
vesting shall be effective only if the operation thereof would not
cause the options to be treated, in whole or in part, as “deferred
compensation” for purposes of section 409A of the Internal
Revenue Code; or

(ii)

if
the Participant retires after attaining age 65, or earlier with
the consent of the Corporation; or

(iii)

if
the Participant’s employment is terminated by death or
disability as determined by the Committee.”

WHEREAS,
the parties have now agreed to a further modification to the
Employment Agreement and it is now desirable to amend the Employment
Agreement to reflect such modification; and

WHEREAS,
the Company, Holdings, Everest Group and Everest Services have
consented to such amendment.

NOW,
THEREFORE, the Employment Agreement is hereby amended, effective as
of April 5, 2007, by substituting the following for Section 2 of the
Employment Agreement:

“2.

Term.

The term of employment under this Agreement shall
commence as of January 1, 2001 (the ‘Appointment Date’)
and shall continue through December 31, 2009, unless sooner
terminated in accordance with this Agreement.”

IN
WITNESS WHEREOF, the parties have executed this amendment to the
Employment Agreement as of April 5, 2007.

EVEREST
REINSURANCEHOLDINGS, INC.

EVEREST
REINSURANCE COMPANY

/s/ SANJOY MUKHERJEE

/s/ SANJOY MUKHERJEE

Sanjoy
MukherjeeSenior Vice President

Sanjoy
MukherjeeSenior Vice President

EVEREST RE
GROUP, LTD.

EVEREST GLOBAL
SERVICES, INC.

/s/ SANJOY MUKHERJEE

/s/ SANJOY MUKHERJEE

Sanjoy
MukherjeeSenior Vice President

Sanjoy
MukherjeeSenior Vice President

/s/ JOSEPH V. TARANTO

Joseph V. Taranto

EX-10 4 exh101.htm AMENDMENT TO EMPLOYMENT AGREEMENT

AMENDMENT
OF EMPLOYMENT AGREEMENT (“Amendment”)

WHEREAS,
Everest Reinsurance Company (the “Company”), Everest
Reinsurance Holdings, Inc. (“Holdings”) and Joseph V.
Taranto (“Taranto”) were parties to an employment
agreement effective as of January 1, 2000, as amended (the
“Employment Agreement”); and

WHEREAS,
pursuant to a restructuring of Holdings, Holdings became a
wholly-owned subsidiary of Everest Re Group, Ltd. (“Everest
Group”); and

WHEREAS,
in connection with the restructuring, Everest Group established a
subsidiary, Everest Global Services, Inc. (“Everest Services”);
and

WHEREAS,
the Employment Agreement was thereafter amended in connection with
the restructuring to reflect the restructuring and the establishment
of Everest Services and Taranto’s employment by Everest
Services and Holdings; and

WHEREAS,
(a) Taranto has previously transferred to employment with Everest
Services; (b) as required under the Employment Agreement, Everest
Services has been substituted for the Company under the Employment
Agreement; (c) Everest Services has adopted and has become a party to
the Employment Agreement under which Taranto provides services for
Everest Reinsurance Company, Everest Group and Holdings and those
companies have agreed to cause payment to Taranto for such services;
and (d) the Employment Agreement has been previously amended to
reflect all of the foregoing transactions; and

WHEREAS,
the parties have now agreed to a further modification to the
Employment Agreement and it is now desirable to amend the Employment
Agreement to reflect such modification; and

WHEREAS, the Company and Everest
Group have consented to such amendment; and

WHEREAS,
in consideration for and as an inducement to Taranto extending his
employment with and continuing to provide services to Holdings,
Everest Services and the Company and amending the Employment
Agreement as set forth herein, Everest Group shall, upon Taranto’s
execution of this Amendment,:

2002 Stock Incentive Plan to be
evidenced by the Restricted Stock Award Agreement substantially in

the form attached hereto; and

(b)

Amend all Restricted Stock Award
Agreements to which Taranto is a party under the Everest Re Group,
Ltd. 2002 Stock Incentive Plan, replacing Paragraph 3(a) thereof
in its entirety with the following new Paragraph 3(a):

“(a)
The Participant shall become vested in the Covered Shares on March
31, 2008, provided his employment has not been terminated for cause
as that term is defined in the Participant’s Employment
Agreement with the Corporation or its subsidiaries, and further
provided that such accelerated vesting shall be effective only if the
operation thereof would not cause the Covered Shares to be treated,
in whole or in part, as “deferred compensation” for
purposes of section 409A of the Internal Revenue Code. The
Participant shall also become vested in the Covered Shares as of the
Date of Termination prior to the date the Covered Shares would
otherwise become vested, if the Date of Termination occurs by reason
of the Participant’s death or disability.”

(c)

Amend all Non-Qualified Stock Option
Award Agreements to which Taranto is a party under the Everest Re
Group, Ltd. 2002 Stock Incentive Plan by replacing Paragraph 2(c)
thereof in its entirety with the following new Paragraph 2(c):

“(c)
Notwithstanding the foregoing, the options shall become fully vested
and exercisable as follows:

(i)

on March 31, 2008, provided that
Participant’s employment has not been terminated for

cause as that term is defined in Participant’s
Employment Agreement with the Corporation

or its Subsidiaries, and further provided that such
accelerated vesting shall be effective only

if the operation thereof would not cause the options to
be treated, in whole or in part, as

“deferred compensation” for purposes of
section 409A of the Internal Revenue Code; or

(ii)

if the Participant retires after
attaining age 65, or earlier with the consent of the

Corporation; or

(iii)

if the Participant’s
employment is terminated by death or disability as determined by
the

Committee.” and

WHEREAS,
in the event the accelerated vesting of restricted stock and options
set forth in the amended award agreements cause them to be treated,
in whole or in part, as “deferred compensation” for
purposes of Section 409A of the Internal Revenue Code, Everest Group
shall make such arrangements as are reasonably satisfactory to
Taranto to provide him with benefits of equivalent value to such
acceleration.

NOW,
THEREFORE, the Employment Agreement is hereby amended, effective as
of August 31, 2005 by substituting the following for Section 2 of the
Employment Agreement:

“2.
Term. The term of employment under this agreement shall commence as
of January 1, 2000 (the ‘Appointment Date’) and shall
continue through March 31, 2008 unless sooner terminated in
accordance with this Agreement.”

IN
WITNESS WHEREOF, the parties have executed this amendment to the
Employment Agreement as of August 31, 2005.

Everest Reinsurance Company

Everest Reinsurance Holdings, Inc.

By:

/s/ Joseph A. Gervasi

By:

/s/ Joseph A. Gervasi

Joseph A. Gervasi

Joseph A. Gervasi

Senior Vice President

Senior Vice President

Everest Re Group, Ltd.

Everest Global Services, Inc.

By:

/s/ Joseph A. Gervasi

By:

/s/ Joseph A. Gervasi

Joseph A. Gervasi

Joseph A. Gervasi

Senior Vice President

Senior Vice
President

/s/ Joseph V. Taranto

Joseph V. Taranto

EVEREST RE
GROUP, LTD.

2002 STOCK
INCENTIVE PLAN

RESTRICTED
STOCK AWARD AGREEMENT

This Agreement is made as of the Grant Date (as defined
in paragraph 1 below), by and between Everest Re Group, Ltd. (the
"Corporation") and the Participant.

WHEREAS, the Corporation maintains the Everest Re Group,
Ltd. 2002 Stock Incentive Plan (the "Plan"), which is
incorporated into and forms part of this Agreement, and the
Participant has selected by the committee administering the Plan (the
“Committee”) to receive a Restricted Stock Award under
the Plan;

NOW, THEREFORE, IT IS AGREED, by and between the
Corporation and the Participant, as follows;

1.Terms
of Award.The following terms used in this
Agreement shall have the meanings set forth in this paragraph 1:

(a)

The
“Participant” is Joseph V. Taranto.

(b)

The
“Grant Date” is August 31, 2005.

(c)

The
number of “Covered Shares” is 40,000 shares of Stock.
“Covered Shares” are shares of Stock granted under
this Agreement and are subject to the terms of this Agreement and
the Plan.

(d)

Other
capitalized terms used in this Agreement are as defined herein, or
as defined in the Plan.

2.Award.
The Participant is hereby granted the number of Covered Shares set
forth in paragraph 1.

3.Restriction
on Transfer and Forfeiture of Shares.If the Date of Termination (as defined below) does not
occur during the Restricted Period with respect to any Installment of
the Covered Shares, then, at the end of the Restricted Period for
such shares, the Participant shall become vested in those Covered
Shares, and shall own the shares free of all restrictions otherwise
imposed by this Agreement. With respect to all Covered Shares, the
Restricted Period shall begin on the Grant Date. The Restricted
Period with respect to each Installment shown on the schedule shall
end on the Vesting Date applicable to such Installment:

INSTALLMENT

VESTING DATE APPLICABLETO
INSTALLMENT

1/5 of Covered Shares

First Anniversary of the Grant Date

1/5 of Covered Shares

Second Anniversary of the Grant Date

1/5 of Covered Shares

Third Anniversary of the Grant Date

1/5 of Covered Shares

Fourth Anniversary of the Grant Date

1/5 of Covered Shares

Fifth Anniversary of the Grant Date

Notwithstanding
the foregoing provisions of this paragraph 3, the Participant shall
become vested in the Covered Shares, and become owner of the shares
free of all restrictions otherwise imposed by this Agreement, prior
to the end of the Restricted Period, as follows:

(a)

The
Participant shall become vested in the Covered Shares on March 31,
2008, provided his employment has not been terminated for cause as
that term is defined in the Participant’s Employment
Agreement with the Corporation or its subsidiaries. The
Participant shall also become vested in the Covered Shares as of
the Date of Termination prior to the date the Covered Shares would
otherwise become vested, if the Date of Termination occurs by
reason of the Participant’s death or disability.

(b)

The
Participant shall become vested in the Covered Shares as of the
Date of Termination prior to the date the Covered Shares would
otherwise become vested, if the Date of Termination occurs by
reason of the Participant’s retirement after the age of 65,
or at an earlier age with the consent of the Committee.

Covered
Shares may not be sold, assigned, transferred, pledged or otherwise
encumbered until the expiration of the Restricted Period or, if
earlier, until the Participant is vested in the shares. Except as
otherwise provided in this paragraph 3, the Participant shall forfeit
the unvested Covered Shares as of a Date of Termination that occurs
during the Restricted Period, unless the Committee shall determine in
a particular case that such forfeiture would not be in the best
interest of the Corporation. For purposes of this paragraph, "Date
of Termination" shall mean the termination of employment with
the Corporation for any reason whatsoever, whether voluntary or
involuntary, except that a transfer of a Participant from the
Corporation to a Subsidiary or affiliate of the Corporation, whether
or not incorporated, or vice versa, or from one Subsidiary or
affiliate of the Corporation to another, and a leave of absence duly
authorized in writing by the Corporation shall not be deemed a
termination of employment.

4.

Deposit
of Covered Shares.

(a)

In
order to induce the Corporation to issue to the Participant the
Covered Shares, the Participant consents to the deposit with the
Secretary of the Corporation, or such other person as designated
by the Committee, the certificates evidencing the Covered Shares,
together with stock powers or other instruments of transfer
required by the Corporation or its counsel appropriately endorsed
in blank by him. Such deposit shall remain in effect until the
time the Corporation reacquires the Covered Shares under and
pursuant to the terms and provisions of the Plan and this
Agreement or until such Covered Shares shall be released from
restriction under the Plan and this Agreement. Notwithstanding
anything in this Agreement to the contrary, the Participant shall
have no rights as a shareholder with respect to any Covered Shares
until the date the Participant becomes a holder of record with
respect to such shares.

(b)

The
Participant consents to the appointment of the Secretary of the
Corporation, in his or her official capacity, and his or her
successor in office, or any other person that may be appointed by
the Committee under the Plan, as escrow agent ("Escrow
Agent") for said shares during the Restricted Period. If
during the Restricted Period, the Participant's employment with
the Corporation is terminated, and shares of the Covered Shares
are forfeited, the Participant authorizes the Escrow Agent to
cause such certificate or certificates to be cancelled on the
stock record books of the Corporation. The Participant agrees that
the Escrow Agent is acting merely as a depository and shall have
no liability hereunder except as a depository to retain the
Covered Shares and to dispose of them in accordance with the terms
of this Agreement and the Plan. If the Escrow Agent is notified of
any adverse claim or demand by a person, she is hereby authorized
to hold such certificates until the dispute shall have been
settled by the parties and notice submitted to her by persons so
interested, or until the rights of the parties have been fully
adjudicated in a court of competent jurisdiction. So long as the
Covered Shares are held in escrow, the Participant shall be
entitled to all rights of a stockholder with respect thereto,
except as may be limited by the terms of the Plan and this
Agreement.

(c)

During
the Restricted Period, certificates evidencing the Covered Shares
shall bear the following additional legend:

"These
shares have been issued pursuant to the Everest Re Group, Ltd. 2002
Stock Incentive Plan ("Plan") and are subject to forfeiture
to Everest Re Group, Ltd. (the "Corporation") in accordance
with the terms of the Plan and an Agreement between the Corporation
and the person in whose name the certificate is registered. These
shares may not be sold, pledged, exchanged, transferred, hypothecated
or otherwise disposed of except in accordance with the terms of said
Plan and said Agreement."

5.

Dividends
and Voting Rights.

(a)

The
Participant shall be entitled to receive any dividends paid with
respect to the Covered Shares that become payable during the
Restricted Period; provided,

however, that no dividends shall be payable to or for
the benefit of the Participant for Covered Shares with respect to
record dates occurring prior to the Grant Date, or with respect to
record dates occurring on or after the date, if any, on which the
Participant has forfeited those Covered Shares; provided further,
that, any shares of Stock received by a recipient as a stock
dividend, or as a result of stock splits, recapitalizations,
combinations, exchanges of shares, reorganizations, mergers,
consolidations or otherwise, directly or indirectly, with respect to
the Covered Shares shall have the same status, be subject to this
Agreement, and shall bear the same legend as the Covered Shares and
shall be delivered to the Escrow Agent to be held under the same
terms and conditions as the Covered Shares.

(b)

The
Participant shall be entitled to vote the Covered Shares during
the Restricted Period to the same extent as would have been
applicable to the Participant if the Participant was then vested
in the shares; provided, however, that the Participant shall not
be entitled to vote the shares with respect to record dates for
such voting rights arising prior to the Grant Date, or with
respect to record dates occurring on or after the date, if any, on
which the Participant has forfeited those Covered Shares.

6.Withholding.The Corporation shall withhold all applicable taxes
required by law upon any taxable event with respect to the Award. The
Participant may satisfy the withholding obligation by paying the
amount of any taxes in cash and/or, with the approval of the
Committee, vested shares of Stock may be surrendered by the
Participant upon the lapse of the Restricted Period or at the time
the Covered Shares are transferred to the Participant. The amount of
the withholding and the number of shares to be surrendered shall be
determined by the Committee with reference to the Fair Market Value
of the Stock when the withholding is required to be made; provided,
however, the amount of stock so surrendered may not exceed the
minimum required withholding obligation.

7.Delivery
of Stock and Documents.In the event any
Covered Shares are forfeited to the Corporation pursuant to the Plan
or this Agreement, the Participant shall, to the extent not already
deposited with the Escrow Agent, deliver to the Escrow Agent the
following: the

certificate
or certificates representing the Covered Shares duly endorsed for
transfer and bearing whatever documentary stamps, if any, are
necessary, and such assignments, certificates of authority, tax
releases, consents to transfer, instruments, and evidences of title
of the Participant and of his compliance with the Agreement as may be
reasonably required by the Corporation or by its counsel.

8.Merger
or Consolidation.In the event of a merger or
consolidation to which the Corporation is a party, or of any other
acquisition of a majority of the issued and outstanding shares of
Stock involving the exchange or a substitution of the stock of an
acquiring corporation for Stock, or of any transfer of all or
substantially all of the assets of the Corporation in exchange for
the stock of an acquiring corporation, a determination as to whether
the stock of the acquiring corporation so received shall be subject
to the restrictions set forth in this Agreement shall be made solely
by the acquiring corporation. However, such determination shall in no
way affect the rights of the Participant as defined in the Plan.

9.Holding
Period.At least six (6) months must elapse
from the date of acquisition of the Covered Shares to the date of its
disposition.

10.No
Right to Continued Employment.Nothing herein
shall obligate the Corporation or any Subsidiary or affiliate of the
Corporation to continue the Participant's employment for any
particular period or on any particular basis of compensation.

11.Burden
and Benefit.The terms and provisions of this
Agreement shall be binding upon, and shall inure to the benefit of,
the Participant and his executors or administrators, heirs, and
personal and legal representatives.

12.Execution.No person shall have any rights under this Award unless
and until the Participant has executed and delivered this Agreement
to the Corporation. By executing this Award Agreement, the
Participant shall be deemed to have accepted and consented to any
action taken under the Plan by the Committee, the Board of Directors
or their delegates.

13.Modifications.No change or modification of this Agreement shall be
valid unless it is in writing and signed by the parties hereto.

14.Entire
Agreement.This Agreement, together with the
Plan, sets forth all of the promises, agreements, conditions,
understandings, warranties and representations, oral or written,
express or implied, between the parties hereto with respect to the
Covered Shares. The terms and conditions of the Plan are incorporated
by reference herein, and to the extent that any conflict may exist
between any term or provision of this Agreement and any term or
provision of the Plan, the term or provision of the Plan shall
control.

15.Genders.The use of any gender herein shall be deemed to include
the other gender and the use of the singular herein shall be deemed
to include the plural and vice versa, wherever appropriate.

16.Notices.Any and all notices required herein shall be addressed:
(i) if to the Corporation, to the principal executive office of the
Corporation; and (ii) if to the Participant, to his or her address as
reflected in the stock records of the Corporation.

17.Invalid
or Unenforceable Provisions.The invalidity
or unenforceability of any particular provision of this Agreement
shall not affect the other provisions hereof, and this Agreement
shall be construed in all respects as if the invalid or unenforceable
provisions were omitted.

IN WITNESS WHEREOF, the Corporation and the Participant
have executed this Agreement as of the day and year first written
above.

Everest
Re Group, Ltd.

By:

Joseph A. Gervasi

Senior Vice President

Joseph V. Taranto

<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>employment.txt
<DESCRIPTION>EXHIBIT 10.1 AMENDMENT OF EMPLOYMENT AGREEMENT
<TEXT>
EXHIBIT 10.1
AMENDMENT OF EMPLOYMENT AGREEMENT
WHEREAS, Everest Reinsurance Company (the "Company"), Everest Reinsurance
Holdings, Inc. ("Holdings") and Joseph V. Taranto were parties to an employment
agreement effective as of January 1, 2000, as amended (the "Employment
Agreement"); and
WHEREAS, pursuant to a restructuring of Holdings, Holdings became a wholly-owned
subsidiary of Everest Re Group, Ltd. ("Everest Group"); and
WHEREAS, in connection with the restructuring, Everest Group established a
subsidiary, Everest Global Services, Inc. ("Everest Services"); and
WHEREAS, the Employment Agreement was thereafter amended in connection with the
restructuring to reflect the restructuring and the establishment of Everest
Services; and
WHEREAS, (a) Taranto has previously transferred to employment with Everest
Services; (b) as required under the Employment Agreement, Everest Services has
been substituted for the Company under the Employment Agreement; (c) Everest
Services has adopted and has become a party to the Employment Agreement; and (d)
the Employment Agreement has been previously amended to reflect all of the
foregoing transactions; and
WHEREAS, the parties have now agreed to a further modification to the Employment
Agreement and it is now desirable to amend the Employment Agreement to reflect
such modification.
NOW, THEREFORE, the Employment Agreement is hereby amended, effective as of
April 18, 2003 by substituting the following for Section 2 of the Employment
Agreement:
"2. Term. The term of employment under this agreement shall commence as of
January 1, 2000 (the `Appointment Date') and shall continue through March 31,
2006 unless sooner terminated in accordance with this Agreement."
IN WITNESS WHEREOF, the parties have executed this amendment to the Employment
Agreement as of April 18, 2003.
Everest Reinsurance Company Everest Reinsurance Holdings, Inc.
By: /s/ JOSEPH A. GERVASI By: /s/ JOSEPH A. GERVASI
--------------------- ---------------------
Joseph A. Gervasi Joseph A. Gervasi
Senior Vice President Senior Vice President
Everest Re Group, Ltd. Everest Global Services, Inc.
By: /s/ JOSEPH A. GERVASI By: /s/ JOSEPH A. GERVASI
--------------------- ---------------------
Joseph A. Gervasi Joseph A. Gervasi
Senior Vice President Senior Vice President
/s/ JOSEPH V. TARANTO
---------------------
Joseph V. Taranto
</TEXT>
</DOCUMENT>

AMENDMENT TO EMPLOYMENT AGREEMENT

AMENDMENT OF
EMPLOYMENT AGREEMENT (“Amendment”)

WHEREAS,
Everest Reinsurance Company (the “Company”), Everest
Reinsurance Holdings, Inc. (“Holdings”) and Joseph V.
Taranto (“Taranto”) were parties to an employment
agreement effective as of January 1, 2000, as amended (the
“Employment Agreement”); and

WHEREAS,
pursuant to a restructuring of Holdings, Holdings became a
wholly-owned subsidiary of Everest Re Group, Ltd. (“Everest
Group”); and

WHEREAS,
in connection with the restructuring, Everest Group established a
subsidiary, Everest Global Services, Inc. (“Everest Services”);
and

WHEREAS,
the Employment Agreement was thereafter amended in connection with
the restructuring to reflect the restructuring and the establishment
of Everest Services and Taranto’s employment by Everest
Services and Holdings; and

WHEREAS,
(a) Taranto has previously transferred to employment with Everest
Services; (b) as required under the Employment Agreement, Everest
Services has been substituted for the Company under the Employment
Agreement; (c) Everest Services has adopted and has become a party to
the Employment Agreement under which Taranto provides services for
Everest Reinsurance Company, Everest Group and Holdings and those
companies have agreed to cause payment to Taranto for such services;
and (d) the Employment Agreement has been previously amended to
reflect all of the foregoing transactions; and

WHEREAS,
the parties have now agreed to a further modification to the
Employment Agreement and it is now desirable to amend the Employment
Agreement to reflect such modification; and

WHEREAS,
the Company and Everest Group have consented to such amendment;
and

WHEREAS,
in consideration for and as an inducement to Taranto extending his
employment with and continuing to provide services to Holdings,
Everest Services and the Company and amending the Employment
Agreement as set forth herein, Everest Group shall, upon Taranto’s
execution of this Amendment,:

2002 Stock
Incentive Plan to be evidenced by the Restricted Stock Award
Agreement substantially in

the form
attached hereto; and

(b)

Amend
all Restricted Stock Award Agreements to which Taranto is a party
under the Everest Re Group, Ltd. 2002 Stock Incentive Plan,
replacing Paragraph 3(a) thereof in its entirety with the
following new Paragraph 3(a):

“(a)
The Participant shall become vested in the Covered Shares on March
31, 2008, provided his employment has not been terminated for cause
as that term is defined in the Participant’s Employment
Agreement with the Corporation or its subsidiaries, and further
provided that such accelerated vesting shall be effective only if the
operation thereof would not cause the Covered Shares to be treated,
in whole or in part, as “deferred compensation” for
purposes of section 409A of the Internal Revenue Code. The
Participant shall also become vested in the Covered Shares as of the
Date of Termination prior to the date the Covered Shares would
otherwise become vested, if the Date of Termination occurs by reason
of the Participant’s death or disability.”

(c)

Amend
all Non-Qualified Stock Option Award Agreements to which Taranto
is a party under the Everest Re Group, Ltd. 2002 Stock Incentive
Plan by replacing Paragraph 2(c) thereof in its entirety with the
following new Paragraph 2(c):

“(c)
Notwithstanding the foregoing, the options shall become fully vested
and exercisable as follows:

(i)

on
March 31, 2008, provided that Participant’s employment has
not been terminated for

causeas that term is defined in
Participant’s Employment Agreement with the Corporation

orits Subsidiaries, and further
provided that such accelerated vesting shall be effective only

ifthe operation thereof would not
cause the options to be treated, in whole or in part, as

“deferred compensation” for purposes of
section 409A of the Internal Revenue Code; or

(ii)

if the
Participant retires after attaining age 65, or earlier with the
consent of the

Corporation; or

(iii)

if
the Participant’s employment is terminated by death or
disability as determined by the

Committee.” and

WHEREAS,
in the event the accelerated vesting of restricted stock and options
set forth in the amended award agreements cause them to be treated,
in whole or in part, as “deferred compensation” for
purposes of Section 409A of the Internal Revenue Code, Everest Group
shall make such arrangements as are reasonably satisfactory to
Taranto to provide him with benefits of equivalent value to such
acceleration.

NOW,
THEREFORE, the Employment Agreement is hereby amended, effective as
of August 31, 2005 by substituting the following for Section 2 of the
Employment Agreement:

“2.
Term.The term of employment under this agreement
shall commence as of January 1, 2000 (the ‘Appointment Date’)
and shall continue through March 31, 2008 unless sooner terminated in
accordance with this Agreement.”

IN
WITNESS WHEREOF, the parties have executed this amendment to the
Employment Agreement as of August 31, 2005.

Everest
Reinsurance Company

Everest
Reinsurance Holdings, Inc.

By:

/s/
Joseph A. Gervasi

By:

/s/
Joseph A. Gervasi

Joseph
A. Gervasi

Joseph
A. Gervasi

Senior
Vice President

Senior
Vice President

Everest
Re Group, Ltd.

Everest
Global Services, Inc.

By:

/s/
Joseph A. Gervasi

By:

/s/
Joseph A. Gervasi

Joseph
A. Gervasi

Joseph
A. Gervasi

Senior
Vice President

Senior
Vice President

/s/
Joseph V. Taranto

Joseph
V. Taranto

<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>1
<FILENAME>ex101.txt
<DESCRIPTION>AMENDMENT OF EMPLOYMENT AGREEMENT
<TEXT>
Exhibit 10.1
AMENDMENT OF EMPLOYMENT AGREEMENT
WHEREAS, Everest Reinsurance Company (the "Company"), Everest Reinsurance
Holdings, Inc. ("Holdings") and Joseph V. Taranto were parties to an employment
agreement effective as of January 1, 2000, as amended (the "Employment
Agreement");
WHEREAS, pursuant to a restructuring of Holdings, Holdings became a
wholly-owned subsidiary of Everest Re Group, Ltd. ("Everest Group");
WHEREAS, in connection with the restructuring, Everest Group established a
subsidiary, Everest Global Services, Inc. ("Everest Services");
WHEREAS, the Employment Agreement was amended in connection with the
restructuring to reflect the restructuring and the establishment of Everest
Services;
WHEREAS, Taranto has been transferred to employment with Everest Services,
and, as required under the Employment Agreement, Everest Services has been
substituted for the Company under the Employment Agreement and Everest Services
has adopted and has become a party to the Employment Agreement, all effective as
of the date on which Taranto was transferred to employment with Everest Services
(the "Transfer Date");
WHEREAS, it is now desirable to amend the Employment Agreement to reflect
the actions taken with respect thereto effective as of the Transfer Date;
NOW, THEREFORE, the Employment Agreement is hereby amended, effective as of
the Transfer Date, in the following particulars:
1. By substituting the following for the second paragraph of Section 1.1 of
the Employment Agreement:
"Holdings hereby employs Taranto and Taranto hereby agrees to serve during
the term of this Agreement without additional compensation, on similar terms and
conditions as set forth in the preceding paragraph, as Chairman and Chief
Executive Officer of each of Holdings and Everest Group and, subject to his
election, as a director of Everest Reinsurance Company and as a director and
officer of any corporation which is a subsidiary or affiliate of Everest
Reinsurance Company, if elected by the stockholders or the board of directors of
such corporation; provided, however, that in no event shall Taranto be required
to serve as a director of Everest Global Services, Inc. (`Everest Services')
unless he consents to do so."
<PAGE>
2. By substituting the following for Section 1.4 of the Employment
Agreement:
"1.4 Notwithstanding the foregoing provisions of this Section 1, for
periods after the date on which Taranto was transferred to employment with
Everest Services (which date shall be referred to herein as the `Transfer
Date'), Taranto agrees that he shall, as an employee of Everest Services,
provide services for Everest Reinsurance Company, Everest Group and Holdings as
described in the foregoing provisions of this Section 1. For periods after the
Transfer Date, (i) Everest Services shall be substituted for the Company
hereunder, (ii) neither Taranto's transfer of employment to Everest Services nor
the substitution of Everest Services for the Company hereunder shall constitute
a `Termination for Good Reason' within the meaning of Section 8.6 hereof or a
termination of employment with the Company for any other purpose hereunder, and
(iii) Taranto agrees to continue to serve during the term of this Agreement,
without additional compensation, as the Chairman and Chief Executive Officer of
Everest Reinsurance Company. Notwithstanding any other provision of this
Agreement, in no event shall Taranto be required to serve as a director of
Everest Services unless he consents to do so."
3. By substituting the following for Section 6.4 to the Employment
Agreement:
"6.4 For periods after the Transfer Date, Everest Group shall cause Everest
Services to provide Taranto with employee benefit plans, policies, programs and
arrangements (including perquisites) which are substantially similar to those
provided to similarly situated employees of Everest Reinsurance Company from
time to time."
4. By substituting the following for Section 8.8 of the Employment
Agreement:
"8.8 GENERAL; GUARANTY. The obligations of the Everest Reinsurance Company,
Holdings, Everest Group and Everest Services to pay Taranto the compensation and
other benefits specified herein shall be absolute and unconditional and shall
not be affected by any circumstances, including without limitation, any set off,
counterclaim, recoupment, defense or other right which any of them may have
against Taranto or anyone else. In no event shall Taranto be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to him under this Agreement. To the extent that Everest Services fails,
for any reason, to meet its financial obligations under this Agreement, Everest
Reinsurance Company shall have full responsibility and liability for all such
obligations."
-2-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this amendment to the
Employment Agreement on the 30th day of March, 2001.
Everest Reinsurance Company
By: /S/ JANET J. BURAK
------------------------------------------------
Janet J. Burak
Senior Vice President
Everest Reinsurance Holdings, Inc.
By: /S/ JANET J. BURAK
------------------------------------------------
Janet J. Burak
Senior Vice President
Everest Re Group, Ltd.
By: /S/ JANET J. BURAK
------------------------------------------------
Janet J. Burak
Senior Vice President
Everest Global Services, Inc.
By: /S/ JANET J. BURAK
------------------------------------------------
Janet J. Burak
Senior Vice President
/S/ JOSEPH V. TARANTO
------------------------------------------------
Joseph V. Taranto
-3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>2
<FILENAME>ex102.txt
<DESCRIPTION>AMENDMENT OF EMPLOYMENT AGREEMENT
<TEXT>
Exhibit 10.2
AMENDMENT OF EMPLOYMENT AGREEMENT
WHEREAS, Everest Reinsurance Company (the "Company"), Everest Reinsurance
Holdings, Inc. ("Holdings") and Joseph V. Taranto were parties to an employment
agreement effective as of January 1, 2000, as amended (the "Employment
Agreement");
WHEREAS, pursuant to a restructuring of Holdings, Holdings became a
wholly-owned subsidiary of Everest Re Group, Ltd. ("Everest Group");
WHEREAS, in connection with the restructuring, Everest Group established a
subsidiary, Everest Global Services, Inc. ("Everest Services");
WHEREAS, the Employment Agreement was amended in connection with the
restructuring to reflect the restructuring and the establishment of Everest
Services;
WHEREAS, Taranto has been transferred to employment with Everest Services,
and, as required under the Employment Agreement, Everest Services has been
substituted for the Company under the Employment Agreement and Everest Services
has adopted and has become a party to the Employment Agreement, and the
Employment Agreement has been amended to reflect all of the foregoing
transactions;
WHEREAS, the parties have agreed to certain other modifications to the
Employment Agreement; and
WHEREAS, it is now desirable to amend the Employment Agreement to reflect
the additional modifications agreed to by the parties;
NOW, THEREFORE, the Employment Agreement is hereby amended, effective as of
April 20, 2001 in the following particulars:
1. By substituting the following for the Section 2 of the Employment
Agreement:
"2. Term.
The term of employment under this Agreement shall commence as of
January 1, 2000 (the `Appointment Date') and shall continue through March 31,
2004, unless sooner terminated in accordance with this Agreement."
<PAGE>
2. By adding the following new Section 5.2 to the Employment Agreement
immediately after Section 5.1 thereof:
5.2 Upon execution of an amendment to this Agreement which extends the
term of employment under this Agreement to March 31, 2004 and in consideration
of such extension, Everest Group shall grant to Taranto, Two Hundred Thousand
(200,000) non-qualified options for the purchase of stock of Everest Group
under, and subject to the terms of, the Holdings' 1995 Stock Incentive Plan
(which plan was assumed by Everest Group in connection with the Restructuring)
(the `Incentive Plan'). The options granted pursuant to this Section 5.2 shall
be subject to the general terms and conditions of the Incentive Plan and
applicable award agreements issued thereunder and shall vest at the rate of 20%
per year over five years, such vesting to occur on each of the first five
anniversary dates of the grant."
IN WITNESS WHEREOF, the parties have executed this amendment to the
Employment Agreement as of April 20, 2001.
Everest Reinsurance Company
By: /S/ JANET J. BURAK
-------------------------------------------
Janet J. Burak
Senior Vice President
Everest Reinsurance Holdings, Inc.
By: /S/ JANET J. BURAK
-------------------------------------------
Janet J. Burak
Senior Vice President
Everest Re Group, Ltd.
By: /S/ JANET J. BURAK
-------------------------------------------
Janet J. Burak
Senior Vice President
Everest Global Services, Inc.
By: /S/ JANET J. BURAK
-------------------------------------------
Janet J. Burak
Senior Vice President
/S/ JOSEPH V. TARANTO
-------------------------------------------
Joseph V. Taranto
-2-
</TEXT>
</DOCUMENT>

WHEREAS,
Everest Reinsurance Company (the “Company”), Everest
Reinsurance Holdings, Inc. (“Holdings”) and Joseph V.
Taranto (“Taranto”) were parties to a Change of Control
Agreement effective as of July 15, 1998 (as amended to date, the
“Change of Control Agreement”);

WHEREAS,
pursuant to a restructuring of Holdings, Holdings became a
wholly-owned subsidiary of Everest Re Group, Ltd. (“Everest
Group”);

WHEREAS,
in connection with the restructuring, Everest Group established a
wholly-owned subsidiary, Everest Global Services, Inc. (“Everest
Services”);

WHEREAS,
the Change of Control Agreement was thereafter amended in connection
with the restructuring to reflect the restructuring and the
establishment of Everest Services and Taranto’s employment by
Everest Services and Holdings;

WHEREAS,
(a) Taranto has previously transferred to employment with Everest
Services; (b) Everest Services has been substituted for the Company
under the Change of Control Agreement; (c) Everest Services has
adopted and has become a party to the Change of Control Agreement;
and (d) the Change of Control Agreement has been previously amended
to reflect all of the foregoing transactions;

WHEREAS,
the parties have now agreed to a further modification to the Change
of Control Agreement and it is now desirable to amend the Change of
Control Agreement to reflect such modification; and

WHEREAS,
the Company, Holdings, Everest Group and Everest Services have
consented to such amendment;

NOW,
THEREFORE, the Change of Control Agreement is hereby amended,
effective as of April 5, 2007, by substituting the following for
Paragraph F of Section 3 of the Change of Control Agreement:

“F.This
Agreement shall terminate on the earliest of: (i) one year following
a Material Change; (ii) termination by Taranto of his employment with
the Company under circumstances not following a Material Change;
(iii) the Company’s termination of Taranto’s employment
for Due Cause; or (iv) December 31, 2009, or any date
thereafter, provided that sixty days prior written notice of
termination of this Agreement is given to Taranto by the Company and
Holdings, and further provided that such written notice of
termination shall not be effective during any period of time when the
Board or Holdings’ Board is aware of any circumstance which
could reasonably be expected to result in a Material Change.
Termination of this Agreement shall not relieve the Company and
Holdings from their respective obligations to Taranto

under
this Agreement relating to a Material Change which occurs prior to
such termination.”

IN
WITNESS WHEREOF, the parties have executed this amendment to the
Change of Control Agreement as of April 5, 2007.

EVEREST
REINSURANCEHOLDINGS, INC.

EVEREST
REINSURANCE COMPANY

/s/ SANJOY MUKHERJEE

/s/ SANJOY MUKHERJEE

Sanjoy
MukherjeeSenior Vice President

Sanjoy
MukherjeeSenior Vice President

EVEREST RE
GROUP, LTD.

EVEREST GLOBAL
SERVICES, INC.

/s/ SANJOY MUKHERJEE

/s/ SANJOY MUKHERJEE

Sanjoy
MukherjeeSenior Vice President

Sanjoy
MukherjeeSenior Vice President

/s/ JOSEPH V. TARANTO

Joseph V. Taranto

Exhibit 10.3
AMENDMENT OF CHANGE OF CONTROL AGREEMENT
WHEREAS, Everest Reinsurance Company (the "Company"), Everest Reinsurance
Holdings, Inc. ("Holdings") and Joseph V. Taranto ("Taranto") were parties to a
Change of Control Agreement effective as of July 15, 1998 (the "Change of
Control Agreement");
WHEREAS, pursuant to a restructuring of Holdings, Holdings became a
wholly-owned subsidiary of Everest Re Group, Ltd. ("Everest Group");
WHEREAS, in connection with the restructuring, Everest Group established a
subsidiary, Everest Global Services, Inc. ("Everest Services");
WHEREAS, the Change of Control Agreement was amended in connection with the
restructuring to reflect provisions relating to the restructuring and the
establishment of Everest Services;
WHEREAS, Taranto has been transferred to employment with Everest Services,
Everest Services was substituted for the Company under the Change of Control
Agreement and Everest Services has adopted and become a party to the Change of
Control Agreement, all effective as of the date on which Taranto was transferred
to employment with Everest Services (the "Transfer Date");
WHEREAS, it is now desirable to amend the Change of Control Agreement to
reflect the actions taken with respect thereto effective as of the Transfer
Date;
NOW, THEREFORE, the Change of Control Agreement is hereby amended,
effective as of the Transfer Date, by substituting the following for Section
1.J. of the Change of Control Agreement:
"1.J. For periods on and after the effective date of the restructuring
transaction described in the Registration Statement on Form S-4 (File Number
333-87361) filed with the Securities Exchange Commission by Everest Re Group,
Ltd. (`Everest Group') pursuant to which Holdings became a wholly-owned
subsidiary of Everest Group (the `Restructuring'), Everest Group shall be
substituted for Holdings hereunder and all references to Holdings hereunder
shall be changed to references to Everest Group. In addition, for periods after
the date that Taranto was transferred to employment with Everest Global
Services, Inc. (`Everest Services') (which date shall be referred to herein as
the `Transfer Date'), all references herein to the Company (other than in
paragraph 1.C hereof) shall be changed to references to Everest Services;
provided, however, that (i) Taranto's transfer of employment from the Company to
Everest Services shall not be treated as a termination of employment for
purposes of this Agreement, and (ii) to the extent that Everest Services fails,
for any reason, to meet its financial obligations hereunder, the Everest
<PAGE>
Reinsurance Company shall have full responsibility and liability for all such
obligations."
IN WITNESS WHEREOF, the parties have executed this amendment to the Change
of Control Agreement on 30th day of March, 2001.
Everest Reinsurance Company
By: /S/ JANET J. BURAK
-------------------------------------------
Janet J. Burak
Senior Vice President
Everest Reinsurance Holdings, Inc.
By: /S/ JANET J. BURAK
-------------------------------------------
Janet J. Burak
Senior Vice President
Everest Re Group, Ltd.
By: /S/ JANET J. BURAK
-------------------------------------------
Janet J. Burak
Senior Vice President
Everest Global Services, Inc.
By: /S/ JANET J. BURAK
-------------------------------------------
Janet J. Burak
Senior Vice President
/S/ JOSEPH V. TARANTO
-------------------------------------------
Joseph V. Taranto
-2-
</TEXT>
</DOCUMENT>